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19-38 Resolution No. 19-38 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH DAHME MECHANICAL INDUSTRIES, INC. FOR PURCHASE OF VALVE REPLACEMENTS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Purchase Agreement on behalf of the City of Elgin with Dahme Mechanical Industries, Inc., for purchase of valve replacements, a copy of which is attached hereto and made a part hereof by reference. s/ David J. Kaptain David J. Kaptain, Mayor Presented: March 20, 2019 Adopted: March 20, 2019 Omnibus Vote: Yeas: 8 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT This Agreement is hereby made and entered into this 20th day of March , 2019 by and between the City of Elgin, a municipal corporation (herein referred to as the "City") and DAHME MECHANICAL INDUSTRIES, INC., an Illinois corporation (herein referred to as "DAHME"). NOW THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. PURCHASE. City shall purchase and DAHME shall sell the goods and services described in Attachment A, said attachment being the proposal for the provision and installation of certain valves at the City's Leo Nelson Riverside Water Treatment Plant, prepared by DAHME and consisting of two (2) pages, dated February 20, 2019, attached hereto and made a part hereof by this reference. 2. TERMS. This agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A. 3. CONFLICT. In the event of any conflict between any of the terms and provisions of this purchase agreement and Attachment A hereto,the terms and provisions of this purchase agreement shall control. 4. LAW/VENUE. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois, without jury. DAHME hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and DAHME agrees that service by first class U.S. mail to Dahme Mechanical Industries, 610 S. Arthur Avenue, Arlington Heights, Illinois, 60005 shall constitute effective service. 5. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 6. MERGER. This agreement embodies the whole agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained herein, and this agreement shall supersede all previous communications,representations,or agreements,either verbal,written or implied between the parties hereto. 7. INTEREST. DAHME hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled, pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act(50 ILCS 505/1,et seq.)as amended or the Illinois Interest Act (815 ILCS 205/1 et seq.) as amended. The provisions of this paragraph shall survive any expiration, completion, and/or termination of this agreement. 8. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this agreement shall remain in full force and effect. 9. COMPLIANCE WITH LAW. Notwithstanding any other provision of this agreement it is expressly agreed and understood that in connection with the performance of this agreement, DAHME shall comply with all applicable, federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, DAHME hereby certifies,represents,and warrants to the City that all of DAHME's employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. DAHME shall also at its expense secure all permits and licenses,pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records in the possession or control of DAHME to determine DAHME's compliance with the provisions of this section. In the event the City proceeds with such an audit,DAHME shall make available to the City,DAHME's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 10. PAYMENT. City shall pay the total sum of $95,000.00 to DAHME pursuant to Attachment A within thirty(30)days of installation or City's receipt of invoice,whichever is later. The aforementioned total sum is inclusive of all freight, shipping and applicable taxes,which shall be at DAHME's sole expense. 11. DELIVERY. DAHME shall complete all work, including but not limited to the delivery and installation of all goods and equipment, on or before September 12th , 2019. 12. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall City be liable for any consequential, special, or punitive damages resulting from loss of profit. 13. EXECUTION. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 2 14. TRANSFER OF TITLE/RISK. Transfer of title and risk of loss shall pass to the City upon delivery of the goods. All transportation and delivery shall be at DAHME's sole expense. 15. INDEMNIFICATION. To the fullest extent permitted by law, DAHME agrees to and shall indemnify, defend and hold harmless the City, its officers, employees, boards and commissions from and against any and all claims,suits,judgments,costs,attorney's fees,damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of DAHME or DAHME's officers,employees,agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or work performed hereunder. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. 16. INSURANCE REQUIREMENTS. DAHME shall obtain, furnish, and maintain in full force and effect during the entire term of this Agreement, at its sole cost, the insurance coverages outlined herein. All of said insurance shall be written by, and secured from, companies approved to do business and issue insurance in the State of Illinois and must be rated "A-" or better, in accordance with the latest edition of Best's Insurance Guide, published by A.M. Best Company, Inc. or its equivalent. The comprehensive general liability insurance shall be endorsed to include independent contractors, contractual liability, personal injury, products/completed operations liability, broad form property damage,and cross liability and severability of interest provisions. Policies provided hereunder shall not contain XCU exclusions relating to explosion, collapse and underground property damage. All liability insurance shall be written on an occurrence basis. Automobile liability insurance should include coverage for all owned, non-owned, hired and leased vehicles. All insurance policies shall be written in the name of DAHME and such insurance shall be primary and noncontributory with any insurance or self-insurance program afforded to the City of Elgin. Comprehensive Liability General Aggregate $2 Million Products Completed Operations Aggregate $2 Million Personal Injury and Advertising Limit $1 Million Each Occurrence $1 Million Automobile Liability Combined Single Limit $1 Million Umbrella Liability Each Occurrence $5 Million General Aggregate $5 Million Workers' Compensation Statutory As required by state law Employer's Liability $1,000,000 Each Accident $1,000,000 Each Emp for Disease $1,000,000 Policy Limit for Disease 3 DAHME may purchase and maintain excess liability insurance in the umbrella form in order to satisfy the limits of liability required in accordance with the requirements set forth above. Comprehensive liability and umbrella policies shall name the City as additional insured. The workers' compensation policy shall include a waiver of subrogation in favor of the City. DAHME shall bear the risk of loss and damage to any property of DAHME and any property for which it is responsible or in its care, custody, or control, wherever located. Any insurance provided for such property shall be solely at DAHME's expense. Prior to the commencement of any work under this Agreement, DAHME shall furnish Certificates of Insurance acceptable to the City and conforming to the insurance coverage required herein. The policy cancellation notification provision will provide the City with at least thirty(30)days written notice in the event of cancellation or material change. 17. AUTHORITY. The person signing this Agreement on behalf of DAHME represents and warrants that s/he has the authority to commit DAHME to this Agreement,and has been authorized to execute this Agreement on its behalf. IN WITNESS WHEREOF, the City of Elgin and Dahme Mechanical Industries, Inc., have caused this contract to be executed by their duly authorized representatives this 20th day of March , 2019 DAHME MECHANICAL INDUSTRIES, INC. CITY OF ELGIN Kris Komorn Print Name Richard G. Kozal, City Manager -.41:___. Signat e Att- -. 2/(-1-W Project Manager City Cle Title F:\Legal Dept\Agreement\Purchase Agreement-Dahme Mechanical-3-11-19 docx 4 ATTACHMENT A Proposal for Provision and Installation of Certain Valves at the Leo Nelson Riverside Water Treatment Plant by Dahme Mechanical Industries, Inc., Consisting of two (2) Pages, Dated February 20, 2019 ATTACHMENT A (11)M1V) I)t1nME MECHANICAL CHA LAICAL I.NDUSTRIU,, IriC. 610 IS.ARTHUR Ave. ARLINGTON HEIGHTS,IL 60005 847-253-0341 FAX 847-253.9501 February 20,2019 City of Elgin Water Utilities 150 Dexter Ct. Elgin,IL 60120 Attn: Eric Weiss,Water Director RE: Riverside WTP HSP Suction and Discharge Valve Replacement Sir- Pursuant to your inquiry regarding the above subject,we are pleased to offer our proposal for your consideration. Dahme Mechanical Industries,Inc.will provide the following scope of work: • Coordinate all construction activities and outages with CoE Operations personnel prior to commencement of work • DMI to furnish and install: • (1) 30"flanged BFV • (4) 16"flanged BFV • (4) 20"wafer BFV • (2) 14"wafer BFV • (1) 16"silent check • All valves furnished by DMI will be DeZurik;lead times as follows: • 2-4 weeks for 14"and 20"BFVs • 4-6 weeks for 16"BFVs • 10-12 weeks for 30"BFVs • 12-16 weeks for 16"silent check • DMI to install only (2) 12"flange butterfly valve with handwheel operator as provided by the City of Elgin • DMI to make piping modifications (welding flanges onto existing piping) and replace all hardware impacted by our work as needed • Replacement hardware and gaskets is included at all flexible "Dresser"couplings that will be impacted by our work • Shutdown considerations and time constraints have been discussed with City staff and are understood— especially at the valve replacements for HSP 1 and 2 and LSP 4. • Pipe insulation or painting is not included • All construction debris will be stockpiled on site for disposal by others • All piping connections will be tested with current operating pressures and any leaks will be addressed prior to demobilizing;disinfection will be performed by swabbing only • One-year labor and material warranty is included for DMI-provided items EXCLUSIONS: 1. Dahme Mechanical Industries,Inc.shall not be held liable for any job site safety or job site maintenance of any type upon completion of our work. 2. All agreements contingent upon strikes,accidents or delays beyond our control. 3. All work not included or specifically described above. <Mt) DAlimE MECl AN1CAL INDUSTRIES, INC. 610 8.ARTHUR AVE. ARLINGTON HEIGHTS,IL 60005 847-253-0341 FAX 847-253-9501 All material is guaranteed as listed above and specified above.Any additional items not included in our trade agreements or clearly stated above are expressly excluded.Payment terms are net 100%,due upon completion. Total price as described above: $95,000.00 Dahme Mechanical Industries,Inc.standard insurance is included.Any alteration or deviation from above specifications involving extra costs,will be executed only upon written orders,and will become an extra charge over and above the estimate.This proposal may be withdrawn by us if not accepted within 30 days. Thank you- Kris Komorn Dahme Mechanical Industries,Inc. kkomorn 06,d ah mcmcrhan ica Loin